At Your Service, Miss
by stormsandsins
Summary: “My, my, Waldorf. Smells like desperation in here.” He leaned close, whispering in her ear. “I like it.”


**Author's note**: Another thing you can blame on the GG Anonymous Kink meme on livejournal. It's... _slightly_ different from my usual stuff, mainly because of an added _someone_, but hopefully you'll like. Let me know, yes?

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**AT YOUR SERVICE, MISS**

"I'm sure it'll be okay, B."

The reassurance would have _actually_ reassured Blair if Serena hadn't been painting her toenails and saying it in _that_ tone. The feigning, "please I'm just filling these silences with appropriate responses because I'm not paying attention" one.

"Serena," Blair began imploringly, "I'm a virgin, for God's sake, and so's Nate, and I couldn't forgive myself if I disappointed him. Our first time has to be–"

"Perfect?" Serena piped, smiling indulgently. Rolling onto her stomach after screwing the little wand back into its rouge pot, she raised a manicured brow at Blair. "No one's first time is perfect, B."

As though on cue, in walked Chuck, dressed in eye-cancering, purple-and-orange silk plaid pajamas, a glass of Scotch in hand – his third of the night, but who was counting? "Speak for yourself, scarlet woman," he drawled, glancing at Serena's toes with an amused smirk at his own little joke. Then he quickly downed his glass with a bitter grimace – bad alcohol, probably. There was a reason Blair didn't do Scotch…

Blair rallied, empowered by Chuck's argument. "Which is exactly my point."

He turned twinkling eyes on her. "What, you want to be a scarlet woman?" He smiled. "That's a whore, by the way, for the sexually unenlightened."

Rolling her eyes, Blair notched her chin up. "I know what… that is, thank you very much," she snapped back in her best frosty tone. He only grinned wider at her wider before going for a refill by his dresser. "But no," she continued. "I just… need help. Being… good with Nate."

Serena stared inscrutably. Chuck stared inscrutably. Serena stared at Chuck. Chuck still stared inscrutably. Then he opened his mouth, blinking. "You sound just a bit pathetic, Waldorf."

Serena groaned aloud, making a disgusted noise at him even as he leaned back against his dresser in those hideously bright pajamas – how the hell could anyone get shut-eye with those? Then she nudged Blair whose head hung down in embarrassed dejection. "B… it's okay to be nervous."

"Knowing Archibald he'll probably come in his pants before anything starts to get interesting," Chuck muttered sarcastically, the words reverberating in his glass as he squinted at the kaleidoscope created through yet another downed glass's bottom. "So, really, nothing to be worried about. Guy comes, he's happy. Mission accomplished. You're good."

Serena sighed at him in exasperation – he was _not_ helping. "_Must_ you be so irksome?"

Chuck tore his gaze from the glass in his hand, glancing at Blair who gaped like a fish at him, then pegging Serena with his trademark lecherous smirk. "You're in my suite, aren't you? My sandbox, Evening Secrets."

Suddenly Blair surfaced from her glassy-eyed silence. "I want to learn how to give a proper blowjob," she said very clearly, eliciting complete, dumbfounded pause in her two friends. "Teach me."

"Um what," Serena said tonelessly, disbelievingly, as though she were a stranger or an alien or _anything_ other than Blair Waldorf.

Blair's cheeks finally flamed and she… yep, she stammered. "Uh, you – you guys teach me how–"

"To give head," Chuck finished for her with an astonished, but delighted, smile. The next moment, he pushed away from his dresser, glass forgotten. "My, my, Waldorf. Smells like desperation in here." He leaned close, whispering in her ear. "I like it."

Blair's lips twisted as she glared up at him. "Ugh, get off me. I meant you two," she stated, indicating him and Serena, whose back snapped straight as a rod, with her chin.

"Him?" the blonde cried uselessly – they could all hear her, thanks – and indignantly.

"Oh please," Chuck drawled, rolling his eyes at her. "Spare the saintly righteousness for some blind ignorant geek who cares."

"But he's slimy! And–"

"Chuck Bass, lest we forget."

"But–"

"Frankly, I'd be honoured to play a main role in Waldorf's sexual education," Chuck said, winking smugly at Blair who pursed her lips but said nothing. "At your service, miss," he added, bowing his head mockingly without leaving her stony glare.

And without preamble he began pulling his buttoned pajama shirt over his head, revealing a pale, lean chest. Pegging Serena with a pointed "get with the program" look, he then undid the silken knot of his pants and drew them past his hips, all the while eyeing Blair as though to make sure she wasn't missing a thing. "Better get used to the male body now, Waldorf…" he breathed, only half taunting.

She could only swallow. It wasn't Chuck's lack of inhibition – to be honest one had to get with the program fast when one was even merely acquainted with Chuck Bass. It wasn't even that she'd never seen a naked male chest or not-snooped through Chuck's room only to find his stash of porn flicks and magazines – really, couldn't he find a better spot than that travel luggage? She might or might not have typed in "porn" into a search box once or twice… or more.

Blair had done her research and congratulated herself on her thoroughness. Male chests, happy trails, dicks and balls did not embarrass her anymore. The male body was a fascinating thing for sure, but did not warrant her blushes anymore. She was above all that juvenile stuff. Hey, she was even ready for sex. Call her mature.

But as she watched Chuck's hipbones appear and his skin ripple gently with every breath and movement, and he drew the silk down lower, Blair's breath stopped and she knew it had been a bad idea. But she couldn't drag her eyes away much less talk.

Chuck's smug voice shook her out of it. "Take a picture, it'll last longer. Though you'd be surprised."

And just like that, Blair's cheeks combusted and she snapped her wide eyes away to… to Serena. Who rolled her eyes. "You think you're hot stuff, Chuck, but you're still just fifteen. In my experience…"

Chuck clucked his tongue at her, leering and sneering at once. "Obviously you should generalise. _Some_ of us are durable," he stated. Then he jerked his head at Blair meaningfully. "Now are we standing here all night or teaching our lamb the finer points of good mouth action?" His eyes narrowed daringly. "Unless you're afraid you've been with too many blubbering idiots?"

"Um," Blair began in a small, constricted voice. "Actually you don't really–"

Serena stood up to her full towering height so fast her hair bounced like a wild halo around her head. Glaring at Chuck through slits for eyes, she marched over to him and shoved him backward onto his bed. "Smarmy ass, you're so fucking full of yourself."

"Take notes, Blair," Chuck chuckled, obviously enjoying himself thoroughly as Serena knelt before him.

Blair was quite frozen watching them with a mixture of horror and curiosity. She didn't think she could tear her eyes away even if she wanted.

"First you kneel before him," Chuck commented agreeably. "'Course it's better for you in sixty-nine – you know…?"

Blair answered in hoarse automatic mode. "I know."

Approval shone in his eyes before Serena's fingers wrapped around him. She began a pump on his half-erect penis. Up… down… up… down, picking up speed as she went. Blair watched from the same spot, transfixed, as Chuck's stomach muscles contracted slightly with the first touch, and then he leaned back on his hands to watch Serena work him over. He hardened, thickened and elongated under her ministrations, veins popping out along his length.

"You don't want to squeeze too hard, obviously," Chuck continued his running commentary as though he was utterly unaffected, but his voice was a bit more strained than previously. He looked over, eyes… darker. Blair swallowed speechlessly, glancing back and forth from his eyes to Serena's fist around him. He took a breath, mastering a shudder, before smiling again at her. "But trust me, we're not breakable."

"O – okay," Blair breathed, her throat clogged or something, and she was still blushing, dammit.

No, photos were not the same.

Serena looked over, smiling indulgently – like an old person smiling at a young one who knows nothing, Blair thought with shame, but no that was just her imagination. She then patted the spot next to her encouragingly. "Come here, B."

"Two on one?" Chuck laughed delightedly. "Now that's what I'm talking about."

Serena glared up at him. "To watch," she corrected scathingly, then glanced back at Blair who, yep, walked over with jelly for legs it seemed.

"This is surreal," Blair whispered disbelievingly to herself, wanting to pinch her own arm to make sure she wasn't having a nightmare or a dream or whatever this was. She knelt next to Serena and folded her hands awkwardly, not knowing what to do with them. Then she looked up, slamming into Chuck's eyes. Dilated, the colour of violent storms, glued to her face with an expression she had no name for.

"You want to touch him?" Serena asked, jolting her out of the strange moment to transport her into another one entirely.

Blair looked at her friend's hand over her _other_ friend's cock. _Surreal, surreal, surreal_, her brain supplied unhelpfully. Serena had asked a question. Her natural curiosity got the better of her decidedly weirded-out brain. She glanced up at Chuck's face. "Yeah."

Before she could back out and freak out, Blair reached out tentatively. Wrapping her small hand around him, Blair marvelled at the heat his skin exuded and smiled as she moved her hand up and down over his soft but firm flesh. She'd thought of hard steel before; there was no comparison to be made. Chuck's cock was alibe, pulsating hotly beneath her palm. He was larger than she would have expected.

Chuck released a harsh breath he'd been holding in, but remained silent otherwise. A drop of pre-come suddenly peeked out of his slit.

Serena noticed, and smirked. "Virgin got you hot and bothered?"

If looks could kill. He countered angrily, "Got lazy mid-lesson?"

Serena stuck out her tongue at him as she took over Blair's light carressing grip with a firmer, squeezing one. Chuck's mouth parted on a surprised cry. "Go fuck a tree," she told him quite innocently.

"I prefer your mouth really."

The blonde snorted. "Naturally." Gripping the base of his cock, she leaned in, her tongue peeking out to taste him. Pensively, she swirled her tongue over him, then drew back to voice her assessment. "Salty." She turned to Blair, expanding on the subject while Blair's mind went Twilight Zone again on her. "Everyone tastes different. Some guys taste sweet, other salty or sour. Frankly I hate sour."

The bed shuddered with Chuck's smothered laughs. "Heck, she even hates sour gummies. Should've known." Then he shook his head to himself and waved his hand dismissively. "Anyway, go on."

Serena eyed Blair, then took his softening cock fully into her mouth.

Chuck's eyes fluttered but didn't close. His hands twitched on the sheets, and his body contracted a moment before he breathed in deeply. "Okay, here's where it gets interesting because…" the breath whooshed out of him before he regained control of his body and (now huskier) voice "… you have so… many choices…"

Blair swallowed hard, watching Chuck's lips part and a high flush colour his cheeks. The muscles in his shoulders contracted and she watched, fascinated, as his body moved and rippled with each pull of breath. Then she looked down at Serena's mouth gliding over his throbbing flesh, then sucking as her pink tongue carressed and swirled.

Chuck's voice penetrated the dark haze of her mind at that moment. As she listened without really hearing, she suddenly felt the low throb in her body, a liquefaction that left her breathless.

Chuck licked moisture back onto his lips while sucking in air. "… Suck my balls or lick…" Blair's focus snapped back on him as Serena illustrated the suggestion "… gently, that's sensitive," he finished on a smothered moan.

Blair bit her lip as pre-come leaked from from the tip of his glistening cock again. Glancing at Serena and seeing that she might be busy for another moment, she made a quick decision and blamed her damn curiosity. She leaned in, tasting him just as Chuck hissed in a strangled cry, his hips jerking an inch off the mattress.

Standstill as the three of them froze in place, something crackling tangibly between them. Chuck's taste assaulted Blair's tongue. Chuck's wide eyes held hers as his chest worked double-time. Then they turned as one when Serena spoke, breaking the silence.

"Blair?" she asked, the epitome of calm. "You want to try?"

Blair avoided the sight of Chuck's body so near. "Um, maybe I should…"

"Come on," Serena urged gently. "There's one way to learn. Practice. And Chuck so loves being used, doesn't he," she added dryly.

Chuck pursed his lips. "I suggest you find a mirror, _S_." But when he glanced back at Blair, his expression shuttered. "You doing it or not?" he asked abruptly, surprising her with his sudden mood swing. Cold, almost commanding, and yet not.

Without thinking Blair leaned in more comfortably, grateful when Serena edged away to watch. She wrapped her palm around him again, guiding him to her lips. There was a catch of breath above her, and so she looked up, wondering what Chuck – Nate, she corrected herself, she was here for Nate – would like. He was thick in her mouth, but the silken skin amazed her. Boldly she reached for the sack dusted with wiry hairs below the base of his penis, cupping him, and cried out as Chuck's hips rolled, thrusting himself deeper into her mouth.

"You're doing really well," Serena whispered, and Blair looked up to find Chuck's head thrown back in abandon.

The sight tore something deep within her, longing flooding every one of her nerve endings. God, she wanted this, exactly this, with Nate. The knowledge that she could affect him so, that she could shatter just as easily with him, that the world could recede around them and they could let go and simply _be_ in the moment.

Taking a deep, shuddering breath, Blair latched onto him again, determined to discover how it would end. Chuck's hips jerked again, and suddenly it wasn't just sporadic or controlled. It was… Well, despite all the pictures she'd studied, she couldn't have been more ill prepared for the real thing, for the utterly sensuous way his body tautened and released wildly, a pale a dark blend that rippled… beautifully… because of her.

He moaned, and when one of his hands slid through her hair to cradle her head, she had no idea what she was doing but thrill ripped through her body because she seemed to be doing it just right. And hey, this was Chuck Bass so it had to count for something, right?

Chuck barked out something she didn't quite hear, but Serena suddenly leapt to her feet and rushed out of the room, leaving them alone in his room.

It felt oddly intimate being alone with Chuck doing _that_ to him, as thought Serena had been the buffer that kept this thing completely educational. Without her, Blair felt bereft and… exposed.

"Why'd you stop?" Chuck rasped urgently as she let go, the huskiness in his eyes and voice shivering through her.

"I'm… uh…" Gosh, she had no words. Besides, her blush was probably answer enough.

Chuck took a shuddering breath, then clamped his eyes shut as though in great pain. "You don't have to–"

Serena rushed back into the room with a towel clenched in her hand, then halted on the spot when she saw them separated. "Did you–" Then she noticed Chuck's straining hard-on between them. "Oh my God. What's going on?"

"She won't," he muttered between clenched teeth. "Give me that."

Serena numbly threw it over and watched as Chuck, with what dignity he had even with a raging hard-on, started over to his connected marble bathroom, his usually swagger oddly strained.

"I didn't – I just–" Blair began, then hung her head in shame, berating herself for being so silly.

Chuck paused, turned, then hissed. "Yes or no? I don't have all night here, princess. This thing can't be turned on then off."

And she saw the raw restraint in him and knew how close he was and… dammit she needed to know. Start to finish. "Yes," she whispered.

"Fine." He made it sound like it was the most irritating thing he'd ever had to do. Yet he walked back over to the bed and sat, clenching his fists in the sheets until his knuckles turned white.

Blair blurted out the most insane thing she'd ever thought. "Lie down."

"I'm way fucking past playing games, Waldorf," Chuck growled dangerously.

Blair's eyes flicked to Serena. The blonde was utterly still in the middle of the room. "How do you make l – fuck." She'd meant it as a question of course, but found she couldn't raise her voice at the end. Blame the parchness of her throat.

"What."

Fucking stupid, she knew. But she had to know. It was all good and well with the pictures but she'd been too chicken to click on videos so really she might end up being completely shitty when she and Nate finally did it. And that just… couldn't happen. Shouldn't happen.

Chuck looked ready to snap. Exasperation bordered on pure anger. "Waldorf, if you fuck me you won't be a virgin anymore and I know it really matters to you for some stupid fucking reason so really, just suck me off already for fuck's sake."

Blair bit her lip, nearly drawing blood. "Chuck, I need to know. Just show me. Clothes on. _Please_."

It might have been her sheer desperation that did it, but his eyes suddenly softened, and he crawled backward on the bed wordlessly with something akin to defeat. "Too fucking late for that for me," he muttered to himself, referring to his state of undress, and then he lay flat on his back like a torture victim to wait for her.

Blair glanced covertly at Serena, silently begging help, and then climbed on the bed. She hovered over Chuck.

"Okay, okay," Serena breathed next to them, visibly unravelling at the seams though Blair couldn't see why. Sexual education, strictly educational.

"What she means," Chuck cut in impatiently, "is do _something_." Next thing Blair knew, Chuck had palmed her ass over her La Perlas and pushed her down onto his erection.

"Oh my God," Blair gasped just as Chuck hissed in a harsh breath.

"Shit, you're soaked," he accused.

"_Okay_, okay," Serena worried over them again, looking anything but serene. "Lean over him, B."

Blair's eyes collided with Chuck's as she leaned closer, her hands on either side of his head. "Like this?"

"Sure," Serena replied distractedly.

"Could be closer," Chuck offered, grinning wanly as he peered at the bra of her _négligée_ that provided him with a view of the tops of her creamy breasts.

Blair lowered herself, and sighed, her eyes closing in utter contentment. The position brought him just against her clit. Experimentally she rocked her hips, finding that it wasn't that hard after all.

"That… that's right," Serena murmured, sitting back and fiddling with her fingers uselessly.

Chuck's hands found Blair's waist, aiding in her motions above him. "So this is girly missionary," he whispered, and Blair's eyes fluttered open to find him smiling crookedly at her, a pale imitation of his usual smirk. In the smile she found honesty, unencumbered by the bizarre jadedness that usually came packaged with Chuck Bass.

"Sorry about… that," she whispered back, glancing down meaningfully. "Does it hurt?"

She saw him calculate briefly – he knew she wouldn't take an easy evasion. "I'll survive. Blue balls, now that's the worst," he said with feeling, and she chuckled, the movement rippling through her and make her brush against him and clench deliciously. "Thank you, by the way."

He shrugged boyishly. "You could thank me properly for top-notch lessons."

Chuckling, she rolled her eyes dismissively. He didn't press further, and somehow she'd known he wouldn't. Silently she rocked over him, trying to find a rhythm that suited her.

"Let go," he murmured, then thrusted up, making her see haze. She met him the second time, biting her lip as his cock pushed against the barrier of her panties. "Lick that, just like that…" Soft hands carressed her, seemingly congratulating her, and she rocked without inhibition, feeling empowered and powerless at once to what was happening to her, and to Chuck. Somehow she didn't care for the loss.

His moans ringing in her ears and his erection stroking her through silk, Blair whimpered as the fire in her core built, an ache that surprised her with its novelty.

"Towel?" Serena asked in a small, strangled voice. Uselessly. They didn't hear her.

Blair helplessly sank into Chuck's body, thin silk whispering on their skins, until fire exploded through her veins, awakening every inch of her to every inch of him. Dimly she heard Chuck's broken cry, and thought fleetingly _shouldn't a playboy like him have more control?_ as he thrusted up one last time. Warmth coated her silk panties where he touched her.

For a long moment… silence. Then… "Why'd you ask for a towel anyway?"

Chuck never answered her. "Wedding tomorrow. Beauty sleep or whatever. Go," he muttered from the same spot in the middle of his bed, over the covers. He didn't move for a long time after they left quietly.


End file.
